Title to and Condition of Acquired Assets. The Seller owns all the Acquired Assets and the Seller has good and marketable title in and to all the material tangible property included in the Acquired Assets, free and clear of all Liens. Except as set forth on Schedule 3.3 of the Seller Disclosure Letter, none of the Acquired Assets is licensed from any third party and none of the Acquired Assets is licensed to any third party. All of the tangible personal property included in the Acquired Assets is in good working condition and repair, ordinary wear and tear excepted. Title to all the Acquired Assets is freely transferable from the Seller to the Purchaser free and clear of all Liens without obtaining the consent or approval of any Person or party.
Title to and Condition of Acquired Assets. Seller has good, valid and marketable title to all of the Acquired Assets, and the Acquired Assets constitute all of the property now used in and necessary for the conduct of the business of Seller as presently conducted. All of the Acquired Assets are held free and clear of all mortgages, pledges, liens, security interests, encumbrances and restrictions of any nature whatsoever. No financing statement under the Uniform Commercial Code or similar law naming Seller as debtor has been filed in any jurisdiction, and Seller is not a party to or, to the best knowledge of Seller, bound under any agreement or legal obligation authorizing any party to file any such financing statement.
Title to and Condition of Acquired Assets. Seller has and will deliver to Purchaser on the Closing Date, good and marketable title to all of the Acquired Assets, free and clear of any agreement or understanding with respect to the use or possession thereof or any rights thereto and of all liens, mortgages, pledges, encumbrances, security interests, conditional sales agreements, or charges of any kind or character. None of the Acquired Assets is located other than at the real property currently occupied by Seller at 00000 Xxxxxxxx Xxxxxx, Xxxxx Xxx, Xxxxxxxx (the "Leased Property") and none of the Acquiroo Assets are on consignment with any third party. A correct and complete list of the Fixed Assets of Seller is attached as Schedule 2.04 hereto.
Title to and Condition of Acquired Assets. The Acquired Assets are being transferred, assigned, conveyed and delivered by UCC or one of its Affiliates to RS&T “AS IS, WHERE IS,” and EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN SECTION 3.03 HEREIN, NEITHER UCC NOR ANY OF ITS APPLICABLE AFFILIATES MAKES ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE ACQUIRED ASSETS AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Title to and Condition of Acquired Assets. Seller has good and marketable title to the Acquired Assets, free and clear of all mortgages, liens, claims, security interests, easements, rights of way, pledges, restrictions, charges or encumbrances of any nature whatsoever (collectively, "Liens"). All of the tangible personal assets included in the Acquired Assets have been maintained in all material respects in accordance with generally accepted industry practice. The tangible personal assets included in the Acquired Assets are in all material respects in good operating condition and repair, ordinary wear and tear excepted. The leased personal property included in the Acquired Assets is in all material respects in the condition required of such property by the terms of the leases applicable thereto. All items of inventories of products, if any, which are included in the Acquired Assets are in good condition and are of a quality usable and saleable in the ordinary course of business. The Acquired Assets include all of the assets, properties and rights which are necessary in order for the Business conducted by Seller prior to the Closing to be continued in substantially the same manner by Buyer after the Closing.
Title to and Condition of Acquired Assets. Except as set forth on Schedule 4.8 attached hereto, the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Lien. The Seller has full right and power to, and at the Closing will, deliver to the Purchaser good title to all of the Acquired Assets, free and clear of any Liens, other than those Liens which are Assumed Liabilities. The tangible Acquired Assets are in good operating condition and repair, normal wear and tear excepted, and fit for the intended purposes thereof, and no material maintenance, replacement or repair has been deferred or neglected.
Title to and Condition of Acquired Assets. Seller has good and marketable title to all of the Acquired Assets and owns all of the Acquired Assets free and clear of any Liens. The execution and delivery of the Seller Documents by Seller at the Closing will convey to and vest in Buyer good and marketable title to the Acquired Assets, excepting only the Service Agreement Contracts, free and clear of any Liens. Except as provided in SCHEDULE 3.3 hereto, to Seller's knowledge, the Acquired Assets have been maintained in accordance with industry standards and are in good working order, ordinary wear and tear excepted.
Title to and Condition of Acquired Assets. All equipment, furniture, supplies, computer hardware and other tangible personal property owned or used by each Subject Company is listed in reasonable detail on Schedule 4.15. Each Subject Company has good, valid and marketable title to all of its respective assets and properties of every kind, nature and description, tangible or intangible, known and unknown, wherever located (including without limitation, all property and assets shown or reflected on the 2008 Statements), except inventory [**] denotes confidential treatment has been requested for the bracketed portion. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Confidential Treatment sold in the Ordinary Course of Business, and other items of personal property that in the aggregate had a book value not in excess of $50,000 that have been disposed of in the Ordinary Course of Business since July 31, 2008. The Acquired Assets and the assets and properties of MC FOS constitute all of the property now used in and necessary for the conduct of the business of the Subject Companies as presently conducted. All of the Acquired Assets and all of the assets and properties of MC FOS are held free and clear of all mortgages, pledges, liens, security interests, encumbrances and restrictions of any nature whatsoever. Except as set forth on Schedule 4.15, no financing statement under the Uniform Commercial Code or similar law naming any Subject Company as debtor has been filed in any jurisdiction, and no Subject Company is a party to or, to the best knowledge of any Owner or any Subject Company, bound under any agreement or legal obligation authorizing any party to file any such financing statement.
Title to and Condition of Acquired Assets. (a) The Acquired Assets include all assets of Seller that are material to the ownership and operation of the Business, except for the Retained Assets.
Title to and Condition of Acquired Assets. Allstar has, and, subject to the receipt of any required third party consents and approvals to the assignment thereof to Amherst Southwest, on the Closing Date will transfer and assign to Amherst Southwest, good and marketable title to the Acquired Assets owned by Allstar and good and valid leasehold interests in the Acquired Assets leased by Allstar, free and clear of all Encumbrances. Each of the Tangible Assets is in good and operating condition, reasonable wear and tear excepted.
